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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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pcORDER.COM, INC.
(NAME OF SUBJECT COMPANY)
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pcORDER.COM, INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
70453H 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
Richard Friedman
pcOrder.com, Inc.
5001 Plaza on the Lake
Austin, Texas 78746
(512) 684-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
With copies to counsel to the special committee of the pcOrder board of
directors:
Henry Lesser, Esq.
Gray, Cary, Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1809
(650) 833-2425
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 3 amends the Schedule 14D-9 initially filed with the
Securities and Exchange Commission on November 6, 2000 by pcOrder.com, Inc., a
Delaware Corporation ("PCORDER"), as amended (the "SCHEDULE 14D-9"), relating
to the third-party tender offer by Trilogy Software, Inc. ("TRILOGY") to
purchase all of the issued and outstanding shares of Class A common stock, par
value $0.01 per share (the "COMMON STOCK" or the "SHARES"), of pcOrder at a
purchase price of $6.375 per share, net to the tendering stockholder in cash,
without interest thereon. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given such terms in the Schedule 14D-
9.
On the date hereof, Trilogy is filing Amendment No. 3 to the Schedule TO/13
E-3 filed November 6, 2000, as amended, with the Securities and Exchange
Commission, and pcOrder and POI Acquisition Corp., Inc., the wholly owned
subsidiary of Trilogy that signed the merger agreement and will be merged with
pcOrder in the second step merger described in the Offer to Purchase filed as
Exhibit (a)(1), are filing Amendment No. 1 to the Rule 13E-3 Transaction
Statement on Schedule 13E-3 initially filed with the Securities and Exchange
Commission on November 17, 2000. In addition, Trilogy is mailing to holders of
Common Stock a supplement No. 2 ("SUPPLEMENT NO. 2") to the Offer to Purchase
dated November 6, 2000 (the "INITIAL OFFER TO PURCHASE"), as supplemented by
the first supplement dated November 17, 2000 ("SUPPLEMENT NO. 1"), which
Supplement No. 2 is filed as Exhibit (a)(16) hereto. All references in the
Schedule 14D-9 to sections of the Initial Offer to Purchase, as supplemented by
Supplement No. 1, are hereby amended and supplemented by the additional
information, if any, set forth in the correspondingly captioned sections of the
supplement No. 2.
This Amendment No. 3 is being filed for the following purposes:
(1) to reference the information contained in Supplement No. 2; and
(2) to reflect the addition of certain Exhibits (see Item 9).
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by the addition
of the following exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(16) Supplement No. 2 to the Offer to Purchase dated November 20, 2000.
(Filed as Exhibit (a)(1)(DD) to Amendment No. 1 to the Schedule
13E-3 filed by pcOrder and POI Acquisition Corp., Inc. on November
20, 2000 and incorporated herein by reference.)+++
(a)(17) Letter from Ross A. Cooley, the Chairman and Chief Executive
Officer of pcOrder, to pcOrder's stockholders, dated November 20,
2000. (Filed as Exhibit (a)(1)(EE) to the Amendment No. 1 to the
Schedule 13E-3 filed by pcOrder and POI Acquisition Corp., Inc. on
November 20, 2000 and incorporated herein by reference.)+++
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+++Included in copies to be mailed to pcOrder's stockholders on November 21,
2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and correct.
pcOrder.com, Inc.
By: /s/ Richard Friedman
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Richard Friedman
Vice President,
General Counsel and Secretary
Dated: November 20, 2000
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